This Prescriber Services Agreement (“Agreement”) is effective upon your creation of a provider account on the AbridgeRx platform by agreeing to the statement “I have read and agree to the AbridgeRx Business Associate Agreement, Prescriber Services Agreement, Terms of Service, and Privacy Policy.”
This Agreement is made between RemedyRx, LLC d/b/a AbridgeRx (“AbridgeRx,” “we,” or “us”), and you, the licensed healthcare provider (“Prescriber” or “You”).

RECITALS

WHEREAS, AbridgeRx operates a software technology platform that facilitates virtual dispensing, patient communication, and care management services; and

WHEREAS, Prescriber wishes to utilize the AbridgeRx platform to prescribe custom-compounded medications and manage non-covered services for their patients.

NOW, THEREFORE, AbridgeRx and Prescriber agree as follows:

1. DEFINITIONS

1.1. Non-Covered Medication: Custom-compounded or commercially available medications prescribed through the Platform that are explicitly not covered by, or reimbursable through, commercial health insurance, Medicare, Medicaid, Tricare, or any other state or federal government healthcare program. All such medications are strictly cash-pay by the Patient.

1.2. Non-Covered Services (NCS): Services not covered or reimbursable by any insurance or government program, such as asynchronous monitoring, patient education, and adherence support via the Platform.

1.3. Non-Covered Services Fee (NCSF): Provider's Management Fee that the Provider charges to the patient for the distinct work of managing this specific non-covered service. This fee covers:
 • Platform-Enabled Services: Asynchronous monitoring via the dashboard, digital care plan tracking, monitoring and patient education formulated by the provider.
 • Practice-Specific Services: Any additional non-covered support provided to assess efficacy of the non-covered medication, such as medication tolerance evaluations.

1.4. Fair Market Value (FMV): The reasonable value of Prescriber's services based on time, expertise, and effort, determined solely by Prescriber in compliance with applicable laws. To comply with Fair Market Value (FMV), providers must adhere to a consistent, defensible fee structure.

1.5. Active Management: Ongoing, documented involvement by Prescriber in provision of non-covered services for patient care, beyond passive use of software tools.

1.6. Platform: The AbridgeRx software technology for facilitating prescriptions, communications, and payments.

1.7. Partner Pharmacies: Accredited 503A compounding pharmacies in AbridgeRx's network.

1.8. Protected Health Information (PHI): As defined in the Health Insurance Portability and Accountability Act (HIPAA) and the Business Associate Agreement.

1.9. Parent Account: The primary Prescriber account holder who holds financial and administrative responsibility for the account and any invited sub-accounts.

1.10. Provider Sub-Account: An associate prescriber invited by the Parent Account who utilizes their own NPI and DEA number to issue prescriptions.

1.11. Delegate Sub-Account: A user invited by the Parent Account who issues prescriptions under the authority, NPI, and DEA of the Parent Account.

1.12. View Only Sub-Account: An administrative user invited by the Parent Account who cannot prescribe or alter financial information.

2. RELATIONSHIP OF THE PARTIES

2.1. Nature of Platform. Prescriber acknowledges that AbridgeRx is a software technology provider and does not practice medicine, dispense medications, provide telehealth services, or exercise any control over clinical decisions. AbridgeRx provides the digital infrastructure for Prescriber to manage their own patients. Features such as text-based adherence messages are software tools only and do not constitute medical advice, remote monitoring, or the practice of medicine.

2.2. Independent Judgment. Prescriber is solely responsible for all clinical decisions, diagnoses, prescriptions, and treatment plans. AbridgeRx exercises no control over Prescriber’s medical judgment.

2.3. Marketing & Name Usage. Prescriber grants AbridgeRx a limited, non-exclusive license to use Prescriber’s name, likeness, medical specialty, and practice information within the Platform and on the patient dashboard solely for the purpose of identifying the Prescriber to their patients.

2.4. Independent Contractor Status. Prescriber is an independent contractor, not an employee, agent, or partner of AbridgeRx. Nothing in this Agreement shall be construed to create an employer-employee relationship. Prescriber retains sole control over the manner and means of their medical practice.

2.5. Platform Limitations. AbridgeRx is not a telehealth provider and does not facilitate real-time consultations, remote patient monitoring, or any form of medical practice. Prescriber is solely responsible for ensuring compliance with all federal and state laws and regulations, including state-specific requirements and interstate prescribing restrictions. Use of the Platform's features, such as text-based adherence tools, does not constitute telehealth or medical services by AbridgeRx.

3. PRESCRIBER OBLIGATIONS

3.1. Valid Prescribing. Prescriber shall only issue prescriptions for patients with whom they have established a valid provider-patient relationship only in states in which they are licensed, in accordance with applicable state and federal telehealth laws and medical board regulations.

3.2. Non-Covered Service Designation. Prescriber acknowledges that medications and services facilitated by the Platform are Non-Covered Services not reimbursable by insurance. Prescriber agrees to inform patients that these services are cash-pay and not reimbursable by insurance.

3.3. Active Management Requirement. If Prescriber charges a Non-Covered Services Fee, Prescriber agrees to provide active management and monitoring of the patient. The fee must reflect active management by the provider. Passive reliance on software tools alone may not justify significant management fees in an audit. If a provider chooses to bundle additional practice-specific non-covered services, they are responsible for establishing the FMV for those specific additions.

3.4. Documentation. AbridgeRx is not an Electronic Medical Record (EMR). Prescriber agrees to document all clinical actions, including the review of AbridgeRx data, into their own permanent patient chart (written or electronic medical record). Prescriber is solely responsible for maintaining audit-ready records justifying Non-Covered Services Fees, including documentation of Active Management, for a minimum of seven (7) years or as required by applicable law.

3.5. Consents and Costs. Prescriber is solely responsible for obtaining and maintaining all necessary patient consents, notices (e.g., Advance Beneficiary Notices or Notices of Non-Coverage), and disclosures related to Non-Covered Services. AbridgeRx does not provide, store, or verify such documentation. All costs associated with compliance, audits, investigations, or legal defense arising from Prescriber's use of the Platform are the sole responsibility of Prescriber.

3.6. Sub-Accounts and Delegated Access. The Parent Account holder is the sole Administrator of the account and assumes absolute financial and administrative responsibility for managing access. By inviting sub-accounts, the Parent Account warrants that all invited users have read and agreed to this Agreement.
 • Provider Liability: A "Provider" sub-account utilizes their own NPI/DEA and bears individual clinical, malpractice, and regulatory liability for their prescribing actions.
 • Delegate Liability: For any "Delegate" sub-account, the Parent Account assumes maximum clinical, legal, and regulatory liability for all actions taken by the Delegate. The Parent Account warrants that legally required supervisory or collaborative agreements are in place and that the Delegate acts strictly within their state-approved scope of practice. AbridgeRx explicitly disclaims any duty to verify these relationships.
 • View Only Liability: For "View Only" sub-accounts, the Parent Account warrants that these users are official workforce members, have undergone HIPAA training, and access the Platform strictly in accordance with the HIPAA "Minimum Necessary" rule.

3.7. Account Data Sharing. Accounts within the same practice may opt-in to share patient data across accounts. By enabling data sharing, the Prescriber warrants that all linked accounts are part of the same legal Covered Entity or Organized Health Care Arrangement (OHCA) under HIPAA. The Prescriber is solely responsible for ensuring their Notice of Privacy Practices (NPP) and patient consents explicitly permit intra-practice data sharing.

4. FEES, BILLING, AND PAYMENTS

4.1 Setting the Non-Covered Services (NCS) Fee. Prescriber has the sole discretion and responsibility to set their own Non-Covered Services Fee (formerly "Care Plan Fee") charged to the patient. Prescriber agrees that this fee shall represent the Fair Market Value (FMV) of the Prescriber’s time, expertise, and active monitoring services. AbridgeRx may provide non-binding educational resources (e.g., FMV guidelines), but does not dictate, verify, or guarantee compliance. Failure to justify fees through documentation may result in termination of this Agreement.

4.2. Platform & Processing Fees. * Fixed Platform Fee: AbridgeRx retains a fixed technology fee from each patient transaction for the use of the software.
 • Variable Fee (Taxes & Processing): AbridgeRx shall retain a variable fee to cover applicable sales taxes and third-party payment processing costs (e.g., credit card fees). This variable fee is calculated on top of the transaction and does not reduce the Prescriber’s NCS Fee.

4.3. Payment Distribution. AbridgeRx acts as a payment facilitator. For each transaction, funds are distributed as follows:
 • Pharmacy Costs: Routed directly to the fulfilling Pharmacy.
 • AbrdigeRx Fees: Fixed and Variable Platform Fees are retained by AbridgeRx.
 • Prescriber Payout: The remaining balance (the Prescriber’s NCS Fee) is routed to Prescriber via Stripe Connect.

4.4. Taxes (1099-MISC). Prescriber acknowledges they will receive a Form 1099-MISC from AbridgeRx for all fees collected. Prescriber is solely responsible for their own income tax obligations.

4.5. Medicare / Government Payer Restriction. Prescriber agrees NOT to use the AbridgeRx platform to collect fees from Medicare, Medicaid, or Tricare beneficiaries for standard medical treatment unless the service is a statutorily excluded service (e.g., cosmetic). Violations may result in immediate termination.

4.6. Refunds and Disputes. Refunds to patients shall be handled in accordance with AbridgeRx's published Refunds & Shipping Policy. If a refund is issued (e.g., for cancellations before shipping or damaged items), the Prescriber’s NCS Fee will be proportionally deducted or withheld from future payouts or invoiced as appropriate. Disputes must be submitted to support@abridgerx.com within 30 days of the transaction; Prescriber agrees to cooperate in resolutions. AbridgeRx may adjust fees as needed due to changes in costs, with notice to Prescriber.

5. PHARMACY & FULFILLMENT

5.1. Pharmacy Partners. AbridgeRx facilitates orders through a network of accredited 503A compounding Pharmacies (the "Partner Pharmacies").

5.2. No Inventory. Prescriber acknowledges they do not take physical possession of the medication. The Partner Pharmacy ships directly to the patient.

5.3. Selection. Prescriber authorizes AbridgeRx to route prescriptions to the appropriate Partner Pharmacy based on patient location and medication availability.

6. REGULATORY COMPLIANCE

6.1. Anti-Kickback Statute. Prescriber certifies that no fees charged or received under this Agreement are intended as an inducement for referrals or tied to the volume or value of referrals. Prescriber certifies that all fees charged to the patient are for separate, distinct services (Pharmacy, Platform, and Provider Services). AbridgeRx does not offer rebates, commissions, bonuses, or split-fee arrangements to Prescribers. AbridgeRx, the provider, and the pharmacy have no ownership interest in one another.

6.2. Licensure. Prescriber represents and warrants that they maintain an active, unrestricted license to practice in all jurisdictions where they prescribe.

6.3. Compliance with Laws. Prescriber shall comply with all applicable federal and state laws, including those governing medical practice, telehealth, and fraud and abuse.

6.4. Stark Law Exclusion. Prescriber acknowledges that services under this Agreement involve non-Designated Health Services (non-DHS). Non-covered medications fall outside the definition of "Designated Health Services" (DHS) because these specific formulations are not covered or reimbursable by any federal healthcare program such as Medicare or Medicaid. The cost of the medication and shipping is passed directly to the patient with zero markup from AbridgeRx or the provider. Prescriber certifies that they do not profit on the medication sold or prescriptions written; they earn compliant revenue from separately providing the management of non-covered services.

6.5. Patient Disclosures. Prescriber shall ensure all required patient disclosures (e.g., for non-covered status) are provided and documented, in addition to any AbridgeRx platform acknowledgments. Prescriber certifies that the Non-Covered Services Fee is disclosed to the patient by Prescriber or their designate. AbridgeRx recommends that Prescriber should obtain their own signed Notice of Non-Covered Service from the patient. AbridgeRx discloses all fees to the patient during the checkout process.

7. TERM AND TERMINATION

7.1. Term. This Agreement is effective upon account creation and continues until terminated.

7.2. Termination. Either party may terminate this Agreement at any time, with or without cause, upon written notice.

7.3. Effect of Termination. Upon termination, AbridgeRx shall pay any outstanding fees owed to Prescriber within thirty (30) days.

8. INDEMNIFICATION AND LIABILITY

8.1. Indemnification. Prescriber shall indemnify, defend, and hold harmless AbridgeRx from any claims arising from: (i) Prescriber’s medical treatment, diagnosis, or prescribing; (ii) Prescriber’s failure to maintain a medical record; (iii) Prescriber’s setting of fees in excess of Fair Market Value; (iv) any actions, clinical or otherwise, taken by Delegate or View Only sub-accounts invited by Prescriber; (v) the improper sharing of patient data across accounts without proper legal standing or patient consent; or (vi) Prescriber’s violation of any applicable local, state, or federal law or regulation, including but not limited to those governing healthcare billing, balance billing, and reimbursement.

8.2. Limitation of Liability. AbridgeRx’s liability to Prescriber shall be limited to the total amount of Platform Fees retained by AbridgeRx in the six (6) months prior to the claim.

8.3. Insurance Requirements. Prescriber shall maintain professional liability (malpractice) insurance in an amount customary and appropriate for their medical specialty, and in no event less than the minimum limits required by the applicable state medical board(s). Prescriber warrants that such insurance coverage is sufficient to satisfy their indemnification obligations under this Agreement and shall provide proof of coverage upon request.

8.4. Data Breaches and HIPAA. In the event of a data breach involving Protected Health Information (PHI), obligations are governed by the Business Associate Agreement (BAA). Prescriber shall notify AbridgeRx of any breaches within timelines required by the BAA.

9. GENERAL PROVISIONS

9.1. Governing Law. This Agreement is governed by the laws of the State of Illinois.

9.2. Arbitration. Any controversy or claim arising out of or relating to this Agreement shall be settled via binding arbitration in accordance with the rules of the American Arbitration Association.

9.3. Entire Agreement. This Agreement, together with the Business Associate Agreement, Terms of Service, and Privacy Policy, constitutes the entire agreement between the parties.

9.4. Electronic Signature. By clicking “I Agree” or creating an account, Prescriber electronically signs and executes this Agreement.

9.5. Contact. For questions regarding this Agreement, contact AbridgeRx at:
support@abridgerx.com or (866) 754-4309.

9.6. Miscellaneous. This Agreement may not be assigned by Prescriber without AbridgeRx's consent; AbridgeRx may assign freely. If any provision is invalid, the remainder remains enforceable (severability). No waiver is effective unless in writing. Notices shall be in writing via email or certified mail to the addresses on record. This Agreement may be executed in counterparts. Neither party shall be liable for delays due to force majeure events (e.g., acts of God, pandemics, cyber attacks).